Voya 2014 Annual Report Download - page 365

Voya Financial, Inc.
Notes to the Consolidated Financial Statements
(Dollar amounts in millions, unless otherwise stated)
On February 11, 2013, Voya Financial, Inc. issued $1.0 billion of unsecured 2.9% Senior Notes due 2018 (the
“2018 Notes”), a private placement with registration rights. The 2018 Notes are guaranteed by Voya Holdings.
Interest is paid semi-annually, in arrears, on each February 15 and August 15, commencing on August 15, 2013.
ING Financial Markets, LLC, an affiliate, served as Joint Book Running Manager for the 2018 Notes and was
paid $0.3 for its services. The Company made payments totaling $850.0 on the Term Loan portion of the
Company’s Senior Unsecured Credit Facility from the proceeds of the 2018 Notes. The remaining proceeds were
used for general corporate purposes.
On July 26, 2013, Voya Financial, Inc. issued $400.0 of unsecured 5.7% Senior Notes due 2043 (the “2043
Notes”) in a private placement with registration rights. The 2043 Notes are guaranteed by Voya Holdings.
Interest is paid semi-annually on each January 15 and July 15, commencing on January 15, 2014. ING Financial
Markets, LLC, an affiliate, served as Senior Co-Manager for the 2043 Notes and was paid an immaterial amount
for its services. The Company used the proceeds of the 2043 Notes for general corporate purposes, including the
repayment of certain borrowings.
Junior Subordinated Notes
On May 16, 2013, Voya Financial, Inc. issued $750.0 of 5.65% Fixed-to-Floating Rate Junior Subordinated
Notes due 2053 (the “2053 Notes”) in a private placement with registration rights. The 2053 Notes are
guaranteed on junior subordinated basis by Voya Holdings. Interest is paid semi-annually, in arrears, on each
May 15 and November 15, commencing November 15, 2013 and ending on May 15, 2023. The 2053 Notes bear
interest at a fixed rate of 5.65% prior to May 15, 2023. From May 15, 2023, the 2053 Notes will bear interest at
an annual rate equal to three-month LIBOR plus 3.58% payable quarterly, in arrears, on
February 15, May 15, August 15 and November 15. So long as no event of default with respect to the 2053 Notes
has occurred and is continuing, the Company has the right on one or more occasions, to defer the payment of
interest on the 2053 Notes for one or more consecutive interest periods for up to five years. During the deferral
period, interest will continue to accrue at the then-applicable rate and deferred interest will bear additional
interest at the then-applicable rate. ING Financial Markets, LLC, an affiliate, served as Senior Co-Manager for
the 2053 Notes and was paid $0.2 for its services.
At any time following notice of the Company’s plan to defer interest and during the period interest is deferred,
the Company and its subsidiaries generally, with certain exceptions, may not make payments on or redeem or
purchase any shares of the Company’s common stock or any of the debt securities or guarantees that rank in
liquidation on a parity with or are junior to the 2053 Notes.
The Company may elect to redeem the 2053 Notes (i) in whole at any time or in part on or after May 15, 2023 at
a redemption price equal to the principal amount plus accrued and unpaid interest. If the notes are not redeemed
in whole, $25.0 of aggregate principal (excluding the principal amount of 2053 Notes held by the Company, or
its affiliates) must remain outstanding after giving effect to the redemption; or (ii) in whole, but not in part, at
any time prior to May 15, 2023 within 90 days after the occurrence of a “tax event” or “rating agency event”, as
defined in the 2053 Notes Offering Memorandum, at a redemption price equal to the principal amount, or, if
greater, a “make-whole redemption price,” as defined in the 2053 Notes Offering Memorandum, plus, in each
case accrued and unpaid interest.
On May 21, 2013, the Company used the proceeds from the 2053 Notes for the repayment of the remaining
outstanding borrowings of $392.5 under the Term Loan portion of the Company’s Senior Unsecured Credit
Facility. The remaining proceeds were used to partially repay borrowings with NN Group N.V. (“NN Group”),
successor to ING V.
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